TOUCH VENTURES LIMITED — Proxy Solicitation & Information Statement 2026

Apr 15, 2026

touchventures

Notice of Annual General Meeting and explanatory memorandum

Touch Ventures Limited
ACN 612 559 958

Date: Thursday, 14 May 2026
Time: 11.00 am (Melbourne time)
Place: DLA Piper, 80 Collins Street, Melbourne VIC 3000

---

Touch Ventures Limited | 2026 Annual General Meeting
1 | Page

IMPORTANT INFORMATION

Questions from Shareholders

In order to provide an equal opportunity for all Shareholders to ask questions of the Board, we ask you to submit in writing any questions to the Company or to the Company's auditor, Hall Chadwick, in relation to the conduct of the external audit for the year ended 31 December 2025 or the content of its audit report. Please send your questions via email to:

The Company Secretary
Touch Ventures Limited
franco.venter@touchventures.com

Written questions must be received by no later than 5.00pm (Melbourne time) on Thursday 7 May 2026.

Your questions should relate to matters that are relevant to the business of the Annual General Meeting, as outlined in this Notice of Meeting and Explanatory Memorandum.

In accordance with the Corporations Act 2001 (Cth) and the Company's policy, a reasonable opportunity will also be provided to Shareholders attending the Meeting to ask questions about, or make comments upon, matters in relation to the Company, including the Company's Remuneration Report for the year ended 31 December 2025.

During the course of the Meeting, the Chairman will seek to address as many Shareholder questions as reasonably practicable, and where appropriate, will give a representative of the auditor the opportunity to answer written questions addressed to them. However, there may not be sufficient time to answer all questions at the Meeting. Please note that individual responses may not be sent to Shareholders.

VOTING INFORMATION

Voting by proxy

(a) A Shareholder entitled to attend and vote at the Meeting may appoint one proxy or, if the Shareholder is entitled to cast 2 or more votes at the Meeting, 2 proxies, to attend and vote instead of the Shareholder.

(b) Where 2 proxies are appointed to attend and vote at the Meeting, each proxy may be appointed to represent a specified proportion or number of the Shareholder's voting rights at the Meeting.

(c) A proxy need not be a Shareholder of the Company.

(d) A proxy may be an individual or a body corporate. If a body corporate is appointed, the proxy form must indicate the full name of the body corporate and the full name or title of the individual representative of the body corporate for the Meeting.

(e) A proxy form accompanies this Notice. If a Shareholder wishes to appoint more than 1 proxy, they may make a copy of the proxy form attached to this Notice. For the proxy form to be valid it must be received together with the power of attorney or other authority (if any) under which the form is signed, or a (notarially) certified copy of that power or authority by 11.00 am (Melbourne time) on Tuesday, 12 May 2026 at the share registry, MUFG Corporate Markets (formerly Link Market Services), as follows:

---

Online https://au.investorcentre.mpms.mufg.com

By post
Touch Ventures Limited
MUFG Corporate Markets (AU) Limited
Locked Bag A14
Sydney South NSW 1235 Australia

By personal delivery
MUFG Corporate Markets (AU) Limited
Parramatta Square, Level 22, Tower 6,
10 Darcy Street, Parramatta NSW 2150

By facsimile
+61 2 9287 0309

Entitlement to vote at the Annual General Meeting

A determination has been made by the Board under regulation 7.11.37 of the Corporations Regulations 2001 that that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company as at 7.00pm (Melbourne time) on Tuesday, 12 May 2026, subject to any applicable voting exclusion.

Proxy voting by the Chairman

The Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011 (Cth) imposes prohibitions on Key Management Personnel and their Closely Related Parties from voting their shares (or voting undirected proxies) on, amongst other things, remuneration matters.

However, the chair of a meeting may vote an undirected proxy (i.e. a proxy that does not specify how it is to be voted), provided the Shareholder who has lodged the proxy has given an express voting direction to the chair to exercise the undirected proxy, even if the resolution is connected with the remuneration of a member of Key Management Personnel.

The Chairman of the Meeting intends to vote all available undirected proxies in favour of each item of business.

If you complete a Proxy Form that authorises the Chairman of the Meeting to vote on your behalf as proxy, and you do not mark any of the boxes so as to give him directions about how your vote should be cast, then you will be taken to have expressly authorised the Chairman to exercise your proxy on all Resolutions.

In accordance with this express authority provided by you, the Chairman will vote in favour of all Resolutions. If you wish to appoint the Chairman of the Meeting as your proxy, and you wish to direct him how to vote, please tick the appropriate boxes on the Proxy Form.

If you appoint as your proxy any Director of the Company, except the Chairman, or any other Key Management Personnel or any of their Closely Related Parties and you do not direct your proxy how to vote on Resolution 1, he or she will not vote your proxy on that resolution.

Touch Ventures Limited | 2026 Annual General Meeting

---

NOTICE OF 2026 ANNUAL GENERAL MEETING

Notice is given that the 2026 Annual General Meeting of Touch Ventures Limited ACN 612 559 958 (the Company) will be held at DLA Piper, 80 Collins Street, Melbourne VIC 3000 on Thursday, 14 May 2026 at 11.00 am (Melbourne time)

BUSINESS OF THE MEETING

Shareholders are invited to consider the following items of business at the Annual General Meeting.

Financial and related reports

Item 1	Financial and related reports
Description	To receive and consider the Financial Report of the Company and its controlled entities and the related Directors' and Auditor's Reports in respect of the financial year ended 31 December 2025.

Adoption of Remuneration Report (non-binding resolution)

Resolution 1	Adoption of Remuneration Report (non-binding resolution)
Description	Shareholders are asked to adopt the Company's Remuneration Report. The Remuneration Report is set out in the 2025 Annual Report and is available from the Company's website (https://investors.touchventures.com/Investors/).
In accordance with section 250R of the Corporations Act, the vote on this resolution will be advisory only and will not bind the Directors or the Company.
Resolution (Ordinary)	To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“THAT the Remuneration Report of the Company and its controlled entities for the year ended 31 December 2025 be adopted.”
Voting Exclusion	The Company will disregard any votes cast on this resolution:
(a) by or on behalf of a member of Key Management Personnel (KMP) named in the remuneration report for the year ended 31 December 2025, or that KMP's Closely Related Party, regardless of the capacity in which the vote is cast; and
(b) as a proxy by a member of the KMP at the date of the meeting, or that KMP's Closely Related Party.
However, the Company will not disregard a vote if it is cast as a proxy for a person who is entitled to vote on this resolution:
(c) in accordance with the directions of how to vote on the Proxy Form; or
(d) by the Chairman of the Meeting pursuant to an express authorisation on the Proxy Form.

Touch Ventures Limited | 2026 Annual General Meeting

---

Re-election of Directors

Resolution 2	Re-election of Ms Sophie Karzis as Director
Description	Ms Sophie Karzis, who was appointed as a Director on 23 May 2016, retires as a Director in accordance with rule 47(a) of the Company's Constitution and, being eligible, offers herself for re-election.
Resolution (Ordinary)	To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“THAT Ms Sophie Karzis, who retires as a Director in accordance with rule 47(a) of the Company's Constitution and, being eligible, offers herself for re-election, be re-elected as a Director of the Company.”

Dated: 16 April 2026

By order of the Board of Touch Ventures Limited

Franco Venter
Company Secretary

Touch Ventures Limited | 2026 Annual General Meeting

---

EXPLANATORY MEMORANDUM TO NOTICE OF 2026 ANNUAL GENERAL MEETING

Financial and related reports

Item 1

Financial and related reports

Explanation

Section 317 of the Corporations Act requires the Company’s financial report, Directors’ report and auditor’s report for the financial year ended 31 December 2025 to be laid before the Company’s Annual General Meeting. There is no requirement for a formal resolution on this item. The financial report contains the financial statements of the consolidated entity consisting of Touch Ventures Limited and its controlled entities.

As permitted by the Corporations Act, a printed copy of the Company’s 2025 Annual Report has been sent only to those shareholders who have elected to receive a printed copy. A copy of the 2025 Annual Report is available from the Company’s website (https://investors.touchventures.com/Investors/).

The Chairman of the Meeting will allow a reasonable opportunity at the Meeting for shareholders to ask questions. Shareholders will also be given a reasonable opportunity at the Meeting to ask the Company’s auditor questions about its audit report, the conduct of its audit of the Company’s financial report for the year ended 31 December 2025, the preparation and content of its audit report, the accounting policies adopted by the Company in its preparation of the financial statements and the independence of Hall Chadwick in relation to the conduct of the audit. |

Adoption of Remuneration Report (non-binding resolution)

Resolution 1	Adoption of Remuneration Report (non-binding resolution)
Explanation	Shareholders are asked to adopt the Company’s Remuneration Report. The Remuneration Report is set out in the Company’s 2025 Annual Report and is available from the Company’s website: (https://investors.touchventures.com/Investors/).

The Remuneration Report:
• describes the policies behind, and the structure of, the remuneration arrangements of the Company and the link between the remuneration of executives and the Company’s performance;
• sets out the remuneration arrangements in place for each Director and for certain members of the senior management team; and
• explains the differences between the basis for remunerating Non-Executive Directors and senior executives.

The vote on this item is advisory only and does not bind the Directors. However, the Board will take into account any discussion on this item and the outcome of the vote when considering the future remuneration policies and practices of the Company. |
| Voting Exclusion | A voting exclusion statement applies to this resolution, as set out in the Notice. |
| Board Recommendation | The Directors unanimously recommend that shareholders vote in favour of adopting the Remuneration Report. |

Touch Ventures Limited | Explanatory Memorandum to Notice of Annual General Meeting
3475-9326-8793, v. 5

---

Re-election of Director

Resolution 2	Re-election of Ms Sophie Karzis as Director
Explanation	Clause 47(a) of the Company's Constitution states that a Director must retire from office no later than the longer of:
(a) the third annual general meeting of the Company; or
(b) 3 years,
following that Director's last election or appointment.

Ms Sophie Karzis was appointed as Director of the Company on 23 May 2016, and was re-elected by shareholders at the Company's annual general meeting on 10 December 2020 and 4 May 2023. Ms Karzis has not since been re-elected by shareholders.

Accordingly, Ms Karzis is required to retire and stand for re-election under rule 47(a), this Meeting being the third annual general meeting since her last election.

Ms Sophie Karzis therefore retires as Director in accordance with rule 47(a) of the Constitution, and, being eligible, offers herself for re-election as a Director. |
| About Ms Sophie Karzis | Sophie is a corporate and commercial lawyer who is experienced in the areas of equity capital markets, mergers and acquisitions, and corporate governance for ASX-listed entities. Sophie acts as company secretary and general counsel for a number of ASX-listed and unlisted entities.

Sophie is a member of the Law Institute of Victoria and the Governance Institute of Australia, has a Bachelor of Jurisprudence and a Bachelor of Laws degree, and is based in Melbourne.

The Board considers Ms Karzis to be an independent Director. |
| Board Recommendation | The Board, with Ms Karzis abstaining on making a recommendation, recommends that shareholders vote in favour of Resolution 2. |
| Chairman's available proxies | The Chairman of the Meeting intends to vote all available proxies in favour of Resolution 2. |

Touch Ventures Limited | Explanatory Memorandum to Notice of Annual General Meeting
3475-9326-8793, v. 5

---

DEFINITIONS

ASX	means ASX Limited (ACN 008 624 691) or the securities exchange operated by ASX Limited (as the context requires).
Board	means the board of Directors of the Company.
Corporations Act	means the Corporations Act 2001 (Cth).
Company	means Touch Ventures Limited ACN 612 559 958.
Constitution	means the constitution of the Company.
Closely Related Party (of a member of KMP of an entity)	has the definition given to it by section 9 of the Corporations Act, and means:
a) a spouse or child of the member; or
b) a child of the member's spouse; or
c) a dependant of the member or of the member's spouse; or
d) anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealings with the entity; or
e) a company the member controls; or
f) a person prescribed by the regulations for the purposes of this definition.
Director	means a director of the Company.
Key Management Personnel or KMP	means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.
Listing Rules	means listing rules of the ASX.
Meeting	means the annual general meeting convened by the Company the subject of this Notice.
Notice	means this notice of annual general meeting.
Shareholder	means a holder of a fully paid ordinary share in the capital of the Company.

Touch Ventures Limited | Explanatory Memorandum to Notice of Annual General Meeting
7 | Page
3475-9326-8793, v. 5

---

touchventures

ACN 612 559 958

LODGE YOUR VOTE

ONLINE	https://au.investorcentre.mpms.mufg.com
BY MAIL	Touch Ventures Limited
C/- MUFG Corporate Markets (AU) Limited
Locked Bag A14
Sydney South NSW 1235 Australia
BY FAX	+61 2 9287 0309
BY HAND	MUFG Corporate Markets (AU) Limited
Parramatta Square, Level 22, Tower 6,
10 Darcy Street, Parramatta NSW 2150
ALL ENQUIRIES TO	Telephone: 1300 554 474
Overseas: +61 1300 554 474

X99999999999

PROXY FORM

I/We being a member(s) of Touch Ventures Limited and entitled to participate in and vote hereby appoint:

APPOINT A PROXY

the Chairman of the Meeting (mark box)

OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate you are appointing as your proxy

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 11:00am (Melbourne time) on Thursday, 14 May 2026 at DLA Piper, 80 Collins Street, Melbourne VIC 3000 (the Meeting) and at any postponement or adjournment of the Meeting.

Important for Resolution 1: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolution 1, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Company's Key Management Personnel (KMP).

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

VOTING DIRECTIONS

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an ☐

Resolutions

For	Against	Abstain*
1 Adoption of Remuneration Report
2 Re-election of Ms Sophie Karzis as Director

*If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual)	Joint Shareholder 2 (Individual)	Joint Shareholder 3 (Individual)
Sole Director and Sole Company Secretary	Director/Company Secretary (Delete one)	Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder's attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company's constitution and the Corporations Act 2001 (Cth).

TVL PRX2601C

---

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

This is your name and address as it appears on the Company's share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolution is connected directly or indirectly with the remuneration of KMP.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as they choose. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to participate in the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company's share registry or you may copy this form and return them both together.

To appoint a second proxy you must:

(a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and
(b) return both forms together.

SIGNING INSTRUCTIONS

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate "Certificate of Appointment of Corporate Representative" must be received at support@cm.mpms.mufg.com prior to admission in accordance with the Notice of Annual General Meeting. A form of the certificate may be obtained from the Company's share registry or online at www.mpms.mufg.com/en/mufg-corporate-markets.

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 11:00am (Melbourne time) on Tuesday, 12 May 2026, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Proxy Forms may be lodged using the reply paid envelope or:

ONLINE

https://au.investorcentre.mpms.mufg.com

Login to the Investor Centre using the holding details as shown on the Voting/Proxy Form. Select 'Voting' and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their "Holder Identifier" - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).

BY MOBILE DEVICE

Our voting website is designed specifically for voting online. You can now lodge your vote by scanning the QR code adjacent or enter the voting link

https://au.investorcentre.mpms.mufg.com into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.

To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

BY MAIL

Touch Ventures Limited

C/- MUFG Corporate Markets (AU) Limited

Locked Bag A14

Sydney South NSW 1235

Australia

BY FAX

+61 2 9287 0309

BY HAND

delivering it to MUFG Corporate Markets (AU) Limited*

Parramatta Square

Level 22, Tower 6

10 Darcy Street

Parramatta NSW 2150

*During business hours Monday to Friday (9:00am - 5:00pm)

IF YOU WOULD LIKE TO PARTICIPATE IN AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU.

THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.

---

touchventures

ACN 612 559 958

LODGE YOUR QUESTIONS

ONLINE	https://au.investorcentre.mpms.mufg.com
BY MAIL	Touch Ventures Limited
C/- MUFG Corporate Markets (AU) Limited
Locked Bag A14
Sydney South NSW 1235 Australia
BY FAX	+61 2 9287 0309
BY HAND	MUFG Corporate Markets (AU) Limited
Parramatta Square, Level 22, Tower 6,
10 Darcy Street, Parramatta NSW 2150
ALL ENQUIRIES TO	Telephone: 1300 554 474
Overseas: +61 1300 554 474

X99999999999

Please use this form to submit any questions about Touch Ventures Limited ("the Company") that you would like us to respond to at the Company's 2026 Annual General Meeting. Your questions should relate to matters that are relevant to the business of the meeting, as outlined in the accompanying Notice of Meeting and Explanatory Memorandum. If your question is for the Company's auditor it should be relevant to the content of the auditor's report, or the conduct of the audit of the financial report.

This form must be received by the Company's share registrar, MUFG Corporate Markets, by 5:00pm (Melbourne time) on Thursday, 7 May 2026. Questions will be collated. During the course of the Annual General Meeting, the Chairman of the Meeting will endeavour to address as many of the more frequently raised shareholder topics as possible and, where appropriate, will give a representative of the Company's auditor, the opportunity to answer written questions submitted to the auditor. However, there may not be sufficient time available at the meeting to address all topics raised. Please note that individual responses will not be sent to shareholders.

QUESTIONS

My question relates to (please mark the most appropriate box)

☐ Performance or financial reports
☐ Remuneration Report
☐ My question is for the auditor
☐ A resolution being put to the AGM
☐ Sustainability/Environment
☐ Future direction
☐ General suggestion
☐ Other

☐ Performance or financial reports
☐ Remuneration Report
☐ My question is for the auditor
☐ A resolution being put to the AGM
☐ Sustainability/Environment
☐ Future direction
☐ General suggestion
☐ Other

---

touchventures

16 April 2026

Dear Shareholder,

TOUCH VENTURES LIMITED ANNUAL GENERAL MEETING

Touch Ventures Limited (the Company) advises that it will hold its Annual General Meeting of shareholders at 11.00am (Melbourne time) on Thursday 14 May 2026, at DLA Piper, 80 Collins Street, Melbourne VIC 3000 (Meeting).

The Notice of Meeting can be viewed and downloaded at https://investors.touchventures.com/ and will also be available through the Company's announcement page on the ASX website www.asx.com.au, search code "TVL".

The Company's 2025 Annual Report is available at https://investors.touchventures.com/.

You can request a hard copy of the Notice of Meeting or Annual Report by contacting MUFG Corporate Markets on +61 1300 554 474.

QUESTIONS

Shareholders are encouraged to submit their questions to the Company in advance of the Meeting. Questions must be submitted via email to the Company Secretary, Franco Venter, at franco.venter@touchventures.com by no later than 5.00pm (Melbourne time) on Thursday 7 May 2026.

VOTING PRIOR TO MEETING

Shareholders are encouraged to vote by proxy prior to the meeting. Shareholders must complete and submit their proxies before 11.00am (Melbourne time) on Tuesday 12 May 2026.

You may submit your proxy by completing the enclosed proxy form and returning the completed form to the Company's share registry, MUFG Corporate Markets, in accordance with the instructions set out in the proxy form.

Yours faithfully

Michael Jefferies

Chairman

B O'Brien Street Bondi Beach NSW 2026

ABN 96 612 559 950

touchventures.com